Item 2.02 Results of Operations and Financial Condition.

On December 12, 2022, Virco Mfg. Corporation ("Virco") issued a press release reporting its financial results for the third quarter ended October 31, 2022. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02 and the exhibit attached hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of the Company (the "Board") is deeply saddened to report the loss of Donald R. Rudkin, who passed away on December 3, 2022 after a brief illness. Don was a valued member of the Board, and we will greatly miss his leadership and trusted counsel. The Board of Directors would like to express their deepest condolences to Don's family and friends during this difficult time.

Mr. Rudkin served as the Chair of the Audit Committee of the Board and as an audit committee financial expert. Robert Lind, a current director and member of the Audit Committee, has been appointed as the new Chair of the Audit Committee.

In connection with the passing of Mr. Rudkin, on December 6, 2022 the Board approved a reduction in the authorized number of directors on the Board from eight to seven persons pursuant to an amendment to Section 2.01 of the Company's Third Amended and Restated Bylaws, and elimination of Mr. Rudkin's Class III Board seat.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 5.02 above with respect to the Company's Bylaws is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.


           Exhibit
             No.                    Description
    (d)   Exhibit 99.1                Press Release dated     Dec    e    mber     12    , 2022

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